AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 11 - FINAL AMENDMENT)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)
DEKALB GENETICS CORPORATION
(NAME OF SUBJECT COMPANY)
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CORN ACQUISITION CORPORATION
MONSANTO COMPANY
(BIDDERS)
CLASS A COMMON STOCK, WITHOUT PAR VALUE
CLASS B COMMON STOCK, WITHOUT PAR VALUE
(TITLE OF CLASS OF SECURITIES)
244878104
244878203
(CUSIP NUMBER OF CLASS OF SECURITIES)
BARBARA L. BLACKFORD, ESQ.
CORN ACQUISITION CORPORATION
C/O MONSANTO COMPANY
800 N. LINDBERGH BLVD.
ST. LOUIS, MISSOURI 63167
(314) 694-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDER)
COPIES TO:
RICHARD D. KATCHER, ESQ.
DAVID M. SILK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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<PAGE>
This Amendment No. 11 (this "Amendment") amends and
supplements the Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission on May 15, 1998 (as amended from time to
time, the "Schedule 14D-1") by Monsanto Company, a Delaware corporation
("Parent"), and by Corn Acquisition Corporation (the "Purchaser"), a Delaware
corporation and a wholly-owned subsidiary of Parent. The Schedule 14D-1 and this
Amendment relate to a tender offer by the Purchaser to purchase all outstanding
shares of (i) Class A Common Stock, without par value (the "Class A Shares") and
(ii) Class B Common Stock, without par value (the "Class B Shares" and,
collectively with the Class A Shares, the "Shares"), of DEKALB Genetics
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$100.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated May
15, 1998 and in the related Letter of Transmittal (which, together with any
amendments or supplements thereto, collectively constitute the "Offer"), copies
of which are filed with the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively. This Amendment is also Amendment No. 16 to the Schedule 13D filed
by Parent with respect to the Class A Shares. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Offer to Purchase or
the Schedule 14D-1 as previously amended.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 6(a) and 6(b) are hereby amended by adding at the end
thereof the following:
The Offer expired at 5:00 pm, EST, on November 30, 1998. The
Depositary for the Offer has advised the Purchaser that at the expiration of the
Offer, there were validly tendered pursuant to the Offer 5,410,481 shares of
Class A Common Stock (including 312 shares tendered pursuant to the procedures
for guaranteed delivery set forth in the Offer to Purchase) and 14,570,941
shares of Class B Common Stock (including 2,559,693 shares tendered pursuant to
the procedures for guaranteed delivery set forth in the Offer to Purchase). The
Purchaser has accepted all such Shares for payment pursuant to the Offer. At the
expiration of the Offer, Parent owned 485,442 shares of Class A Common Stock and
13,321,436 shares of Class B Common Stock. Thus, at the expiration of the Offer,
Parent and the Purchaser owned more than ninety percent of the then outstanding
shares of Class A Common Stock and more than ninety percent of the then
outstanding shares of Class B Common Stock.
On December 1, 1998, Parent issued a press release announcing
the expiration of the Offer. A copy of such press release is attached as Exhibit
(a)(7)(viii) hereto and is hereby incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
On December 1, 1998, Parent issued a press release announcing
the expiration of the Offer. A copy of such press release is attached as Exhibit
(a)(7)(viii) hereto and is hereby incorporated herein by reference.
1
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated May 15, 1998.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a)(7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998*
(a)(7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a)(7)(v) -- Text of press release issued by Parent on August 7, 1998*
(a)(7)(vi) -- Text of press release issued by Parent on September 14, 1998*
(a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998.*
(a)(7)(viii) -- Text of press release issued by Parent on December 1, 1998
(a)(8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998,
among Parent, the Lenders named therein, Citibank, N.A., as
administrative agent, Salomon Smith Barney Inc., as arranger,
and Bank of America NT & SA and Commerzbank AG as
co-syndication agents.*
(c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by and
among the Company, the Purchaser and Parent.*
(c)(2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c)(3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c)(4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of the
Company.*
(c)(5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the Company and Parent.*
(c)(6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c)(7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c)(8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
-2-
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(c)(9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn),
dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
_________________________
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
-3-
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 1, 1998
MONSANTO COMPANY
By: /s/ Derek K. Rapp
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Name: Derek K. Rapp
Title: Director, Mergers & Acquisitions
(Authorized Officer)
CORN ACQUISITION CORPORATION
By: /s/ Barbara L. Blackford
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Name: Barbara L. Blackford
Title: President, Secretary & Treasurer
-4-
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
(a)(1) -- Offer to Purchase, dated May 15, 1998.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
(a)(4) -- Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) -- Text of press release issued by Parent and the Company on
May 11, 1998.*
(a)(7)(i) -- Text of press release issued by Parent on June 1, 1998.*
(a)(7)(ii) -- Text of press release issued by Parent on June 3, 1998.*
(a)(7)(iii) -- Text of press release issued by Parent on June 15, 1998*
(a)(7)(iv) -- Text of press release issued by Parent on July 10, 1998*
(a)(7)(v) -- Text of press release issued by Parent on August 7, 1998*
(a)(7)(vi) -- Text of press release issued by Parent on September 14, 1998*
(a)(7)(vii) -- Text of press release issued by Parent on November 30, 1998.*
(a)(7)(viii) -- Text of press release issued by Parent on December 1, 1998
(a)(8) -- Form of Summary Advertisement, dated May 15, 1998.*
(b)(1) -- 364-Day Credit Agreement, dated as of November 18, 1998,
among Parent, the Lenders named therein, Citibank, N.A., as
administrative agent, Salomon Smith Barney Inc., as arranger,
and Bank of America NT & SA and Commerzbank AG as
co-syndication agents.*
(c)(1) -- Agreement and Plan of Merger, dated as of May 8, 1998, by and
among the Company, the Purchaser and Parent.*
(c)(2) -- Stockholders Agreement, dated May 8, 1998, among Parent, the
Voting Trustees and the Registered Holders.*
(c)(3) -- Investment Agreement, dated as of January 31, 1996, between
the Company and Parent.*
(c)(4) -- Stockholders' Agreement, dated as of January 31, 1996,
between Parent and the other holders of Class A Shares of the
Company.*
(c)(5) -- Registration Rights Agreement, dated as of January 31, 1996,
between the Company and Parent.*
(c)(6) -- Collaboration Agreement and License, dated as of January 31,
1996, between the Company and Parent.**
(c)(7) -- Corn Borer-Protected Corn License Agreement, dated as of
January 31, 1996, between the Company and Parent.**
(c)(8) -- Glyphosate-Protected Corn License Agreement, dated as of
January 31, 1996,
<PAGE>
between the Company and Parent.**
(c)(9) -- CaMV Promoter License Agreement (Glufosinate-Protected Corn),
dated as of January 31, 1996, between the Company and
Parent.*
(d) -- Not applicable.
(e) -- Not applicable.
(f) -- Not applicable.
_________________________
* Previously filed.
** Incorporated by reference to the Schedule 13D filed by Parent with respect
to the Class A Shares.
[Monsanto Letterhead]
Release: Immediately
Contact: Lori J. Fisher (314-694-8535)
MONSANTO COMPLETES TENDER OFFER FOR SHARES OF DEKALB
ST. LOUIS (Dec. 1, 1998) -- Monsanto Company announced today that it
has successfully completed its $100 per share cash tender offer to acquire
shares of DEKALB Genetics Corporation that Monsanto didn't already own.
Monsanto has been advised by the depositary for the offer that at the
expiration of the tender offer at 5 p.m. EST on Nov. 30, 1998, 5,410,481 Class A
shares (including 312 by notice of guaranteed delivery) and 14,570,941 Class B
shares (including 2,559,693 by notice of guaranteed delivery) were validly
tendered and not withdrawn. In addition, Monsanto owns 485,442 Class A shares
and 13,321,436 Class B shares. Thus, Monsanto and its affiliates now own more
than 90 percent of the Class A and Class B shares outstanding at the close of
business on Nov. 30, 1998.
Pursuant to the merger agreement between Monsanto and DEKALB, Monsanto
expects to acquire the remaining shares of DEKALB promptly pursuant to a merger
of a subsidiary of Monsanto into DEKALB as a result of which the remaining Class
A and Class B shares of DEKALB (other than those held by Monsanto or DEKALB and
other than shares as to which dissenters rights are validly exercised) will be
converted into the right to receive $100 per share in cash.
As a life sciences company, Monsanto is committed to finding solutions
to the growing global needs for food and health by sharing common forms of
science and technology among agriculture, nutrition and health. The company's
28,500 employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
DEKALB is a worldwide leader in agricultural genetics and biotechnology
for seed and swine.
